Supplemental Agreement to Purchase Agreement No. 1670 - United Air Lines Inc. and The Boeing Co.


                    Supplemental Agreement No. 8    

                            to

                   Purchase Agreement No. 1670

                          between

                       THE BOEING COMPANY

                            and

                     UNITED AIR LINES, INC.

            Relating to Boeing Model 747-422 Aircraft


THIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day of
May 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation (hereinafter called Buyer);


                       W I T N E S S E T H
                       -------------------

        WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to
the purchase and sale of Boeing Model 747-422 aircraft
(hereinafter referred to as 'The Aircraft', or the 'Firm
Aircraft',  [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]  or the 'Option Aircraft', as such
capitalized terms, and any other capitalized terms used herein,
unless otherwise specifically defined herein, are defined in the
'Purchase Agreement' (as such term is defined below), which
agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the 'Purchase Agreement'
and;

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
       

       NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:

1.  The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto and is
part of this Supplemental Agreement.

             Agreement No.        Subject
             
             6-1162-DLJ-891R3     Certain Contractual Matters

2.  Article 2, entitled Delivery of Aircraft; Title and Risk
of Loss, paragraph 2.1 is hereby deleted in its entirety and
replaced with a new paragraph 2.1 which reflects [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Such revised paragraph is attached hereto as
Attachment 1 and incorporated into the Purchase Agreement by this
reference.  Boeing and Buyer acknowledge the [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft are offered to Buyer Subject to Available
Position (STAP).  By no later than [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing will notify Buyer whether such positions are still
available.  In the event these delivery positions are not
available then these delivery positions will be rescheduled
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] or earlier STAP and the Purchase
Agreement shall be appropriately revised to reflect such
rescheduled delivery positions.


3.  Article 5, entitled Payment, paragraph 5.1, entitled
Advance Payment Base Price, is hereby deleted and replaced with a
new paragraph 5.1, which includes the Advance Payment Base Prices
for the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Such revised paragraph is attached hereto
as Attachment 2 and incorporated into the Purchase Agreement by
this reference.

    
P.A. No. 1670                SA 8-2
K/UAL



4.  The following 'Months to be Utilized in Determining the Value
of H & W' are hereby added to the table on page 3 of Exhibit D,
entitled Price Adjustment due to Economic Fluctuations.

       Month of Scheduled
       Aircraft Delivery as Set      Months to be Utilized
       Forth in Article 2.1 of       Determining the Value
       the Agreement                 of H & W
       -------------                 --------

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


5.  Buyer hereby [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]  of the Aircraft
scheduled for delivery in [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.  Buyer agrees that the invoice for the [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft in this Supplemental Agreement will contain a
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]  pursuant to paragraph No. 13 of Letter
Agreement No. 6-1162-TML-1205.

7.  Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to paragraph 7
of Letter Agreement No. 6-1162-TML-1205 in [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


P.A. No. 1670                SA 8-3
K/UAL


Paragraph 4 of Letter Agreement 6-1162-TML-89lR3 provides that
the advance payments paid by Buyer will be based on the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] which is given below.  The
calculations are based on a June 3, 1996 settlement date.

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

10.  This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.

11.  The Purchase Agreement shall be deemed amended to the extent
herein provided and as amended shall continue in full force and
effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                      UNITED AIR LINES, INC.



By:  /s/ M. Monica Fix                       By:  /s/ Douglas A. Hacker
     -----------------                            ---------------------
Its: Attorney-in-Fact                        Its: Senior Vice President and
                                                  Chief Financial Officer

P.A. No. 1670                SA 8-4
K/UAL



Attachment 1 to
Supplemental Agreement No. 8



ARTICLE 2.      Delivery of Aircraft; Title and Risk of Loss.


       2.1      Time of Delivery.  Each Aircraft shall be
delivered to Buyer assembled and ready for flight, and Buyer
shall accept delivery of such Aircraft, during or, if mutually
agreed, before the months set forth in the following schedule:

                                   Quantity
             Month and Year of        of              Status
                Delivery           Aircraft       (as of S.A. No. 8)

            August 1992            One(1)            Delivered
            October 1992           One(1)            Delivered
            December 1992          One(1)            Delivered

            April 1993             Two(2)            Delivered
            June 1993              One(1)            Delivered
            August 1993            One(1)            Delivered

            June 1994*             One(1)            S.A. #5 Delivered
            July 1994*             One(1)            S.A. #5 Delivered

            May 1996*              One(1)            Firm S.A. #6
            June 1996*             One(1)            Firm S.A. #6
            June 1996              One(1)           [*CONFIDENTIAL MATERIAL 
                                                    OMITTED AND FILED
                                                    SEPARATELY WITH THE 
                                                    SECURITIES AND EXCHANGE
                                                    COMMISSION PURSUANT TO A 
                                                    REQUEST FOR CONFIDENTIAL 
                                                    TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]



P.A. No. 1670                  1-1
K/UAL

Attachment 1 to
Supplemental Agreement No. 8



[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

If Boeing gives Buyer at least ten (10) days, advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation or
protection of the Aircraft, and interest on payments due.


P.A. No. 1670                  1-2
K/UAL


Attachment 2 to
Supplemental Agreement No. 8

ARTICLE 5.      Payment.

       5.1      Advance Payment Base Price.  The advance
payment base price of each Aircraft, depending on the month and
year of scheduled delivery, is indicated below:
       
                        Month and Year of        Advance Payment Base
                        Scheduled Delivery       Price per Aircraft
                        ------------------       ------------------
                        August 1992              [*CONFIDENTIAL
                        October 1992             MATERIAL OMITTED
                        December 1992            AND FILED SEPARATELY
                                                 WITH THE SECURITIES
                        April 1993               AND EXCHANGE COMMISSION
                        August 1993              PURSUANT TO A REQUEST
                        November 1993            FOR CONFIDENTIAL
                                                 TREATMENT]

                        June 1994 *
                        July 1994 *

                        May 1996 *
                        June 1996 *
                        June 1996
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

P.A. No. 1670                  2-1
K/UAL

Attachment 2 to
Supplemental Agreement No. 8



Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base prices of each Aircraft has been established using
currently available forecasts of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery.  The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
'Advance Payment Base Price.'

P.A. No. 1670                  2-2
K/UAL

Supplemental Agreement No. 8
                                        
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 
P.A. No. 1670                  2-1
K/UAL